Need for Legislation of Corporate Governance

Corporate Governance is a mechanism based on certain systems and principles by which a company is governed. The governance ensures that a company is directed and controlled in a way so as to achieve the goals and objectives which include providing benefits to the stakeholders like shareholders, employees, suppliers, customers and society in the long term and adding value to the company. It is actually conducted by the board of Directors and the concerned committees for the benefit of stakeholders’ company’. Corporate governance is all about balancing individual and societal goals as well as economic and social goals.

The Companies Act, 2013

The new Companies Law contains many provisions related to good corporate governance like Composition of Board of Directors, Admitting Woman Director, Admitting Independent Director, Directors Training and Evaluation, Constitution of Audit Committee, Internal Audit, Risk Management Committee, SFIO Purview, Subsidiaries Companies Management, Compliance center etc.

All such provisions of new Companies Law are instrumental in providing a good Corporate Governance structure. Few provisions are:

Section 134:

It mandates to attach a report to every financial statement by Board of Directors containing all the details of the matter including the statement containing director’s responsibility.

Section 177:

It requires Board of Directors of every listed company or any other class of committee to constitute an Audit Committee. It also provides the manner to constitute the committee.

Section 184:

It mandates the Director disclose his interest in any company or companies, body corporate, firms, or other association of Individuals. The director is required to disclose any such interest at the first meeting of the board and if there is any change in the interest, then the first meeting will be held after such change.

Securities and Exchange Board of India (SEBI)

SEBI is a regulatory authority established on April 12, 1992 with the main purpose of curbing the malpractices in the financial market and protecting the interest of its investors. Its main objective is to regulate the activities of Stock Exchange and to ensure the healthy development in the financial market. In order to ensure good corporate governance, SEBI came up with detailed norms of Corporate Governance.

  • As per the new rules, the companies are required to get shareholders’ approval for RPT (Related Party Transactions), a provision for whistle blower mechanism, clear mandate to have at least one woman director in the Board and moreover it elaborated disclosures on pay packages.
  • Clause 35B of the Listing Agreement is being amended by the regulatory authority. Now as per the amended clause, listed companies are required to provide the option of e-voting to its shareholders on all proposed or passed general meetings. Those who do not have access to e-voting facility, they should be entitled to cast their votes in writing on Postal Ballot. The amended provision was needed so that the provisions of the listing agreement can be aligned with the provisions of Companies Act, 2013. By doing so, a closer step is provided to strengthen the Corporate Governance norms in India with respect to listed companies.
  • Clause 49 of the Listing Agreement was also amended by SEBI in order to strengthen the Corporate Governance framework for listed companies in India. The revised clause forbids the independent directors from being eligible for any kind of stock option. Whistle blower policy is also added in the revised clause whereby the directors and employees can report any unethical behaviour, any fraud or if there is violation of Code of Conduct of the company.

With the amended provision, Audit Committee is also enhanced, now it will include evaluation of risk management system, internal financial control and will keep a check on inter-corporate loans and investments. The amendment now requires all the companies to form a policy for the purpose of determination of ‘material subsidiaries’ and that will be published online.

Standard Listing Agreement of Stock Exchanges

The Listing Agreement is the basic document which is executed between companies and the Stock Exchange when companies are listed on the stock exchange. The main purposes of the listing agreement are to ensure that companies are following good corporate governance. The Stock Exchange on behalf of the Security Exchange Board of India ensures that companies follow good corporate governance.

The Listing Agreement comprises of 54 clauses stating corporate governance which listed companies have to follow and in case of failing to such, companies have to face disciplinary actions, suspension, and delisting of securities. The companies also have to make certain disclosures and act by the clauses of the agreement.

Secretarial standards issued by ICSI (Institute of Company Secretaries of India)

It is an autonomous body constituted by the Company Secretaries Act, 1980. It is a body to regulate and develop the profession of Company Secretaries in India. It issues secretarial standards as per the provision of the Companies Act, 2013.

Section 118(10) of the Companies Act states that every company shall observe secretarial standards specified by Institute of Company Secretaries of India with respect to General and Board meetings.

  • Secretarial standard-1 on Meeting of the Board seeks to prescribe a set of principles for conducting meetings of Board of Directors. These principles are equally applicable to the meetings of committees as well. SS-1 principles are applicable to the Meeting of Board of Directors of all companies except one Person Company.
  • Secretarial standard-2 prescribes a set of principles for conducting and convening general meetings. This standard also deals with the procedure for conducting e-voting and postal ballot. SS-2 is applicable to all types of General meetings of all companies except one Person Company incorporated under the act. The principles in SS-2 are applicable mutatis-mutandis to meetings of creditors and debenture holders. Moreover, it also prescribes that any meeting of members or creditors or debenture-holders of a company under the direction of CLB (Company Law Board), NCLT (National Company Law Tribunal) or any other authority shall be governed by the provisions of this standard.

Eight Codes of Corporate Governance

Governance Structure:

All organizations should be headed by an effective board and all the responsibilities and accountabilities within the organisation should be clearly distinguished.

Structure of the Board and its Committees:

The board should consist of appropriate combination of executive directors, independent directors and non-independent non-executive directors to prevent one individual or a small group of individuals from dominating the board’s decision. The board’s size and scale should be in proportion with the level of diversity of the organisation. Appropriate board committees may be formed to assist the board in effective performances to fulfil the duties.

Director’s Appointment Procedure:

There should be a formal, rigorous and transparent process for various activities like appointments, election, re-election of directors etc. Members for the board should be appointment on merit basis fulfilling objective criteria which should include skills, knowledge, experience, and independence for the benefits of the company. The board should ensure that a formal, rigorous and transparent procedure be in place for planning the succession of all key officeholders.

Directors’ duties, remuneration and performance:

Directors should be aware of their legal duties. They must observe and foster high ethical standards and a strong ethical culture in their organisation. Each director must be able to give sufficient time to discharge his or her duties effectively. Conflicts of interest should be disclosed and managed.

The board of members is responsible for the governance of the organisation’s information, information technology and information security. The board, committees and individual directors should be supplied with informations in a timely manner and in an appropriate form and quality. The performances of board members should be evaluated and be held accountable to appropriate stakeholders. The board should be transparent, fair and consistent in determining the remuneration policy for directors and senior executives.

Risk Governance and Internal Control:

The board will be held responsible for risk governance. It must check the development and execution of a comprehensive and powerful system of risk management and also ensures the maintenance of a sound internal control system.

Reporting with Integrity:

The board must present a fair, balanced and understandable assessment of the performances and outlook of organization’s financial, environmental, social and governance position in its annual report and on its website.

Audit:

All the organizations should consider having an effective and independent internal audit function that has the respect, confidence and cooperation of both the board and the management. The board should establish formal and transparent arrangements to appoint organisation’s auditors and maintain an appropriate relationship with them.

Relations with Shareholders and other key Stakeholders:

The board should be responsible for ensuring that an appropriate interchange and disclosure takes place between the organisation, its shareholders and other key stakeholders. The board should respect the interests of its shareholders and other key stakeholders within the context of its fundamental purpose.

Securities (Contracts and Regulations) Act, 1956 (SCRA)

The Securities Contracts (Regulation) Act, was enacted in the year 1956. It is also referred to as the SCRA and is one of the first few rules and regulations or legislations made in the Indian capital markets.

The SCRA regulates the contracts executed in the Indian securities markets and stock exchanges. Therefore, all those securities that are defined by the Securities and Exchange Board of India (SEBI) have to necessarily follow the terms and conditions specified under the securities contract or the SCRA.

Important Definitions

Contract means a contract for or relating to the purchase or sale of securities.

Corporatisation means the succession of a recognised stock exchange, being a body of individuals or a society registered under the Societies Registration Act, 1860 (21 of 1860), by another stock exchange, being a company incorporated for the purpose of assisting, regulating or controlling the business of buying, selling or dealing in securities carried on by such individuals or society.

Demutualisation means the segregation of ownership and management from the trading rights of the members of a recognised stock exchange in accordance with a scheme approved by the Securities and Exchange Board of India.

Derivative includes:

(i) A security derived from a debt instrument, share, loan, whether secured or unsecured, risk instrument or contract for differences or any other form of security,

(ii) A contract which derives its value from the prices, or index of prices, of underlying securities,

(iii) Commodity derivatives, and

(iv) Such other instruments as may be declared by the Central Government to be derivatives.

Non-transferable specific delivery contract means a specific delivery contract, the rights or liabilities under which or under any delivery order, railway receipt, bill of lading, warehouse receipt or any other documents of title relating thereto are not transferable.

Scheme means a scheme for corporatisation or demutualisation of a recognised stock exchange which may provide for

(i) The issue of shares for a lawful consideration and provision of trading rights in lieu of membership cards of members of a recognised stock exchange,

(ii) The restrictions on voting rights,

(iii) The transfer of property, business, assets, rights, liabilities, recognitions, contracts of the recognised stock exchange, legal proceedings by, or against, the recognised stock exchange, whether in the name of the recognised stock exchange or any trustee or otherwise and any permission given to, or by, the recognised stock exchange, (iv) the transfer of employees of a recognised stock exchange to another recognised stock exchange; and (v) any other matter required for the purpose of, or in connection with, the corporatization or demutualisation, as the case may be, of the recognised stock exchange.

Securities include

(i) Shares, scrips, stocks, bonds, debentures, debenture stock or other marketable securities of a like nature in or of any incorporated company or other body corporate,

(ii) Derivative,

(iii) Units or any other instrument issued by any collective investment scheme to the investors in such schemes,

(iv) Security receipt as defined in clause of section 2 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act,

(v) Units or any other such instrument issued to the investors under any mutual fund scheme,

(vi) any certificate or instrument (by whatever name called), issued to an investor by any issuer being a special purpose distinct entity which possesses any debt or receivable, including mortgage debt, assigned to such entity, and acknowledging beneficial interest of such investor in such debt or receivable, including mortgage debt, as the case may be,

(vii) Government securities,

(viii) Such other instruments as may be declared Government to be securities, and

(ix) Rights or interests in securities.

Specific Delivery Contract means a commodity derivative which provides for the actual delivery of specific qualities or types of goods during a specified future period at a price fixed thereby or to be fixed in the manner thereby agreed and in which the names of both the buyer and the seller are mentioned.

Spot Delivery Contract means a contract which provides for,

(i) actual delivery of securities and the payment of a price therefor either on the same day as the date of the contract or on the next day, the actual period taken for the despatch of the securities or the remittance of money therefor through the post being excluded from the computation of the period aforesaid if the parties to the contract do not reside in the same town or locality.

(ii) Transfer of the securities by the depository from the account of a beneficial owner to the account of another beneficial owner when such securities are dealt with by a depository.

Transferable Specific Delivery Contract means a specific delivery contract which is not a non-transferable specific delivery contract and which is subject to such conditions relating to its transferability as the Central Government may by notification in the Official Gazette specify in this behalf.

Recognized Stock Exchange

 Any stock exchange that desires to be recognized under this Act can apply to the Central Government in the prescribed form along with a list of particulars that include:

  • The governing body of such stock exchange, its constitution, and powers of management and the manner in which its business is to be transacted,
  • The powers and duties of the office-bearers of the stock exchange,
  • The admission into the stock exchange of various classes of members, the qualifications for membership, and the exclusion, suspension, expulsion, and re-admission of members therefrom or thereinto, and
  • The procedure for the registration of partnerships as members of the stock exchange in cases where the rules provide for such membership; and the nomination and appointment of authorized representatives and clerks.

Powers granted by the SCRA

  • Granting recognition to stock exchanges
  • Withdrawing recognition given to stock exchanges
  • Power to call for periodical returns and conducting direct inquiries
  • Power to require the furnishing of annual reports of recognised stock exchanges
  • Power to make rules and to direct rules to be made
  • Power to supersede governing body of a recognised stock exchange
  • Power to suspend the business of recognised stock exchanges
  • Power to notify contract as illegal in certain circumstances in notified areas
  • Power to prohibit contracts in certain cases
  • Power to license dealers in securities in certain areas
  • Power to grant immunity
  • Power to delegate its powers to the Securities and Exchange Board of India and the Reserve Bank of India
  • Power to make rules
  • Power to vary or set aside the decision of refusal to list securities made by the recognised stock exchange on appeal
  • Power to grant or refuse listing of securities in appeal

Powers granted to the Securities and Exchange Board of India (SEBI) by the SCRA:

  • Power to approve the transfer of duties and functions of a clearing house to a clearing corporation
  • Power to approve the making of bye-laws by recognised stock exchanges for the regulation and control of contracts
  • Power to make or amend bye-laws of recognised stock exchanges
  • Power to issue directions to stock exchanges, clearing corporations, agencies, persons or classes of persons associated with the securities market
  • Power to issue directions to companies whose securities are listed or proposed to be listed in a recognised stock exchange
  • Power to approve the establishment of additional trading floor in recognised stock exchanges
  • Power to appoint adjudicating officers
  • Power to make regulations

Powers granted to the Securities Appellate Tribunal by the SCRA:

  • Power to summon and enforce the attendance of any person and examine him on oath
  • Power to require the discovery and production of documents
  • Power to receive evidence on affidavits
  • Power to issue commissions for the examination of witnesses or documents
  • Power to review its decisions
  • Power to dismiss application for default or deciding it ex- parte
  • Power to set aside any order of dismissal of any application for default or any order passed by it ex- parte
  • Power to vary or set aside decision of refusal to list securities made by the recognised stock exchange on appeal
  • Power to grant or refuse listing of securities in appeal
  • Power to exercise any other prescribed matter

Penalties under the SCRA

The offenses and penalties under the SCRA include:

Particulars of the Offence Penalty
If a person fails to comply with any requisition made under sub-section (4) of section 6 Imprisonment for a term extendable up to 10 years or fine extendable up to rupees 25 crores or both.
If a person enters into any contract in contravention of any of the provisions contained in section 13 or section 16 Imprisonment for a term extendable up to 10 years or fine extendable up to rupees 25 crores or both.
If a person contravenes the provisions contained in section 17 or section 17A or section 19 Imprisonment for a term extendable up to 10 years or fine extendable up to rupees 25 crores or both.
If a person enters into any contract in derivative in contravention of section 18A or the rules made under section 30 Imprisonment for a term extendable up to 10 years or fine extendable up to rupees 25 crores or both.
If a person owns or keeps a place other than that of a recognised stock exchange which is used for the purpose of entering into or performing any contracts in contravention of any of the provisions of this Act and knowingly permits such place to be used for such purposes Imprisonment for a term extendable up to 10 years or fine extendable up to rupees 25 crores or both.
If a person manages, controls, or assists in keeping any place other than that of a recognised stock exchange which is used for the purpose of entering into or performing any contracts in contravention of any of the provisions of this Act or at which contracts are recorded or adjusted or rights or liabilities arising out of contracts are adjusted, regulated or enforced in any manner whatsoever Imprisonment for a term extendable up to 10 years or fine extendable up to rupees 25 crores or both.
If a person not being a member of a recognised stock exchange or his agent authorised as such under the rules or bye-laws of such stock exchange or not being a dealer in securities licensed under section 17 wilfully represents to or induces any person to believe that contracts can be entered into or performed under this Act through him Imprisonment for a term extendable up to 10 years or fine extendable up to rupees 25 crores or both.
If a person not being a member of a recognised stock exchange or his agent authorised as such under the rules or bye-laws of such stock exchange or not being a dealer in securities licensed under section 17, canvasses, advertises or touts in any manner either for himself or on behalf of any other persons for any business connected with contracts in contravention of any of the provisions of this Act Imprisonment for a term extendable up to 10 years or fine extendable up to rupees 25 crores or both.
If a person joins, gathers or assists in gathering at any place other than the place of business specified in the bye-laws of a recognised stock exchange any person or persons for making bids or offers or for entering into or performing any contracts in contravention of any of the provisions of this Act Imprisonment for a term extendable up to 10 years or fine extendable up to rupees 25 crores or both.
If any person enters into any contract in contravention of the provisions contained in section 15, section 21, section 21A or section 22 Imprisonment for a term extendable up to 10 years or fine extendable up to rupees 25 crores or both.
If any person is required to furnish any information, document, books, returns or report to the recognised stock exchange or the Board, fails to furnish it within the specified time or furnishes false, incorrect or incomplete information Not less than 1 lakh rupees but extendable up to 1 lakh rupees each day of offence subject to a maximum of 1 crore rupees.
If any person who is required to enter into an agreement with his client, fails to enter into such an agreement Not less than 1 lakh rupees but extendable up to 1 lakh rupees each day of offence subject to a maximum of 1 crore rupees.
If any stock broker or sub- broker or a company whose securities are listed or proposed to be listed in a recognised stock exchange, after having been called upon by the Securities and Exchange Board of India or a recognised stock exchange in writing, to redress the grievances of the investors, fails to redress such grievances within the time stipulated by the Securities and Exchange Board of India or a recognised stock exchange Not less than 1 lakh rupees but extendable up to 1 lakh rupees each day of offence subject to a maximum of 1 crore rupees.
If any person, who is registered under section 12 of the Securities and Exchange Board of India Act, 1992 as a stock broker or sub-broker, fails to segregate securities or moneys of the client or clients or uses the securities or moneys of a client or clients for self or for any other client Not less than 1 lakh rupees which may extend up to 1 crore rupees.
If a company or any person managing collective investment scheme or mutual fund or real estate investment trust or infrastructure investment trust or alternative investment fund fails to comply with the listing conditions or delisting conditions or grounds or commits a breach thereof Not less than 5 lakh rupees which may extend up to 25 crore rupees.
If any issuer dematerialises securities more than the issued securities of a company or delivers in the stock exchanges the securities which are not listed in the recognised stock exchange or delivers securities where no trading permission has been given by the recognised stock exchange Not less than 5 lakh rupees which may extend up to 25 crore rupees.
If a recognised stock exchange fails or neglects to furnish periodical returns or furnishes false, incorrect or incomplete periodical returns to the Securities and Exchange Board of India or fails or neglects to make or amend its rules or bye-laws as directed by the Securities and Exchange Board of India or fails to comply with directions issued by the Securities and Exchange Board of India Not less than 5 lakh rupees which may extend up to 25 crore rupees.
Where a stock exchange or a clearing corporation fails to conduct its business with its members or any issuer or its agent or any person associated with the securities markets in accordance with the rules or regulations made by the Securities and Exchange Board of India and the directions issued by it under this Act, the stock exchange or the clearing corporations, as the case maybe Not less than 5 crore rupees which may extend up to 25 crore rupees or three times the amount of gains made out of such failure, whichever is higher.
Whoever fails to comply with any provision of this Act, the rules or articles or bye- laws or the regulations of the recognised stock exchange or directions issued by the Securities and Exchange Board of India for which no separate penalty has been provided Not less than 1 lakh rupees which may extend up to 1 crore rupees

Executive Management Process

Executive Corporate Processes are generic processes aiming at safeguarding that the organization is effectively and efficiently governed and managed at all levels and are collectively executed. They are herein distinguished from ‘Management Processes/Duties’, which aim at safeguarding that ‘Line Managers’ at all levels carry out in a balanced way all their ‘Managing Duties’ and from ‘Corporate Core and Support Processes’, which aim at realizing the Corporate Mission.

Analysing Development Needs:

In the first instance, once a decision is made to launch an executive development programme, a close and critical examination of the present and future developmental needs of the organisation is made. It becomes necessary to know how many and what type of managers are required to meet the present and future needs of the organisation.

This requires organisational planning. A critical examination of the organisation structure in the light of the future plans of the organisation reveals what the organisation needs in terms of departments, functions and executive positions.

After getting the information, it will be easy to prepare the descriptions and specifications for different executive positions, which in turn gives information relating to the type of education, experience, training, special knowledge, skills and personal traits for each position.

By comparing the existing talents including those to be developed from within with those which are required to meet the projected needs enables the management to make a policy decision as to whether it wants to fill these positions from within or from outside sources.

Appraisal of Present Management Needs:

For the purpose of making above mentioned comparison, a qualitative assessment the existing executives will be made to determine the type of executive talent available within the organisation and an estimate of their potential for development is also added to that. Then comparison is made between the available executive talent and the projected required talent.

Inventory of Executive Manpower:

An inventory is prepared to have complete information about each executive. For each executive, a separate card or file is maintained to record therein such data as name, age, length of service, education, experience, health, test results, training courses completed, psychological test results, performance appraisal results etc.

An analysis of such information will reveal the strengths and weaknesses of each executive in certain functions relative to the future needs of the organisation.

Planning Individual Development Programmes:

Guided by the results of the performance appraisal which reveal the strengths and weaknesses of each executive, the management is required to prepare planning of individual development programmes for each executive. According to Dale S. Beach, “Each one of us has a unique set of physical, intellectual, emotional characteristics. Therefore, a development plan should be tailor-made for each individual”.

“It would be possible to impart knowledge and skills and mould behaviour of human beings, but it would be difficult to change the basic personality and temperament of a person once he reaches adult-hood stage”.

Establishing Training and Development Programmes:

It is the responsibility of the personnel or human resource department to prepare comprehensive and well-conceived development programmes. It is also required to identify existing levels of skills, knowledge etc. of various executives and compare them with their respective job requirements.

It is also required to identify development needs and establish specific development programmes in the fields of leadership, decision-making, human relations etc. But it may not be in a position to organise development programmes for the executives at the top level as could be organised by reputed institutes of management.

In such circumstances, the management deputes certain executives to the development programmes organised by the reputed institutes of management.

Further, the personnel or human resource department should go on recommending specific executive development programmes based on the latest changes and development in the management education.

Evaluating Development Programmes:

Since executive development programmes involve huge expenditure in terms of money, time and efforts, the top management of the organisation is naturally interested to know to what extent the programme objectives have been fulfilled. Such programme evaluation will reveal the relevance of the development programmes and the changes that have been effected by such programmes.

If the objectives of the programme have been achieved, the programme is said to be successful. But it is difficult to measure the changes or effects against the pre-determined objectives.

While the effect of certain programmes can be noticed only in the long-run in a more general way, the effect of certain other programmes may be noticed in the short-run in a specific way. Grievance reduction, cost reduction, improved productivity, improved quality etc. can be used to evaluate the effects of development programmes.

Factors Influencing the Executive Development Processes in Organizations

  1. Failure to train the managers will lead to ineffective and inefficient managers who negatively affect the organization’s performance.
  2. In the absence of training and developmental avenues, the performing managers may get de-motivated and frustrated in leading the organizations. This would lead to severe losses for the organization in financial parameters, in terms of the cost of recruiting and training the new incumbent.
  3. The organizational performance may be affected by the loss of market shares, lower sales, reduced profitability, etc.
  4. The absence/shortage of trained and skilled managers makes it important for the organizations to have appropriate retention strategies. Training and development is being used by organizations as a part of their retention strategy.
  5. The competitive pressures make it necessary for organizations to continuously roll out new products and services, and also maintain the quality of the existing ones. The training and development of managers would help them in developing the competencies in these areas.
  6. The competitive environment is making it imperative for the organizations to continuously restructure and re-engineer, and to embark upon these processes, it is essential for the organizations to train the managers for the new scenarios.

Executive Development and E-learning:

The IT environment has, in a way, created challenges and also opportunities for organizations. The challenges include the rapid pace of changes, and on the opportunities front, it has provided the following advantages-

  • Knowledge management has become easy for implementation. In the traditional environment, sharing of intellectual resources and knowledge was a herculean task. Organizations had to prepare, print, and mail the circulars across the organization for the dissemination of information, which frequently led to the obsoleteness of information by the time the employees, because of the time gap, received it.

Further, it was tough for the organiza­tions to come up with strategies to continuously collect, update, and dissem­inate the information.

  • Knowledge management has provided various forums such as Intranets, on-line discussion forums, expert panels, etc.
  • E-learning has made learning easy, irrespective of the time and distance factors, e-learning has led to the empowerment of employees, since the employers are now able to decide upon the pace and content of learning, depending on their requirements.

The above developments have affected the executive development process in a significant way and have helped in transforming the brick-and-mortar learning scenario to an e-learning scenario.

Important Methods of Executive Development: On the Job Techniques and Off the Job Techniques

The methods of executive development are broadly classified into two broad categories:

  1. On the Job Techniques.
  2. Off the Job Techniques.

  1. On the Job Techniques:

On the job development of the managerial personnel is the most common form which involves learning while performing the work. On the job techniques are most useful when the objective is to improve on the job behaviour of the executives. This type of training is inexpensive and also less time consuming. The trainee without artificial support can size up his subordinates and demonstrate his leadership qualities.

The following methods are used under on the job training:

(i) Coaching:

In this method the immediate superior guides and instructs his subordinates as a coach. It is learning through on the job experience because a manager can learn when he is put on a specific job. The immediate superior briefs the trainees what is expected from them and guides them how to effectively achieve them. The coach or immediate superior watches the performance of their trainees and directs them in correcting their mistakes.

Advantages of the Coaching Method:

(a) It is the process of learning by doing.

(b) Even if no executive development programme exists, the executives can coach their subordinates.

(c) Coaching facilitates periodic feedback and evaluation.

(d) Coaching is very useful for developing operative skill and for the orientation of the new executives.

Disadvantages of the Coaching Method:

(a) It requires that the superior should be a good teacher and the guide.

(b) Training atmosphere is not free from the problems and worries of the daily routine.

(c) Trainee may not get sufficient time for making mistakes and learn from the experience.

(ii) Under Study:

The person who is designated as the heir apparent is known as an understudy. In this method the trainee is prepared for performing the work or filling the position of his superior. Therefore a fully trained person becomes capable to replace his superior during his long absence, illness, retirement, transfer, promotion, or death.

Advantages of Under Study Method:

(a) Continuous guidance is received by the trainee from his superior and gets the opportunity to see the total job.

(b) It is a time saving and a practical process.

(c) The superior and the subordinate come close to each other.

(d) Continuity is maintained when superior leaves his position.

Disadvantages of Under Study Method:

(a) The existing managerial practices are perpetuated in this method.

(b) The motivation of the personnel is affected as one subordinate is selected for the higher position in advance.

(c) The subordinate staff may ignore the under study.

(iii) Job Rotation:

Job rotation is a method of development which involves the movement of the manager from one position to another on the planned basis. This movement from one job to another is done according to the rotation schedule. It is also called position rotation.

Advantages of Job Rotation:

(a) By providing variety in work this method helps in reducing the monotony and the boredom.

(b) Inter departmental coordination and cooperation is enhanced through this method.

(c) By developing themselves into generalists, executives get a chance to move up to higher positions.

(d) Each executive’s skills are best utilized.

Disadvantages of Job Rotation:

(a) Disturbance in established operations is caused due to the job rotation.

(b) It becomes difficult for the trainee executive to adjust himself to frequent moves.

(c) Job rotation may demotivate intelligent and aggressive trainees who seek specific responsibility in their chosen responsibility.

(iv) Special Projects Assignment:

In this method a trainee is assigned a project which is closely related to his job. Further sometimes the number of trainee executives is provided with the project assignment which is related to their functional area. This group of trainees is called the project team. The trainee studies the assigned problem and formulates the recommendations on it. These recommendations are submitted in the written form by the trainee to his superior.

Advantages of the Special Projects:

(a) The trainees learn the work procedures and techniques of budgeting.

(b) The trainees come to know the relationship between the accounts and other departments.

(c) It is a flexible training device due to temporary nature of assignments.

(v) Committee Assignment:

In this method the special committee is constituted and is assigned the problem to discuss and to provide the recommendations. This method is similar to the special project assignment. All the trainees participate in the deliberations of the committee. Trainees get acquainted with different viewpoints and alternative methods of problem solving through the deliberations and discussions in the committee. Interpersonal skills of the trainees are also developed.

(vi) Multiple Management:

This method involves the constitution of the junior board of the young executives. This junior board evaluates the major problems and makes the recommendations to the Board of Directors. The junior board learns the decision making skills and the vacancies in the Board of Directors are filled from the members of the junior board who have sufficient exposure to the problem solving.

(vii) Selective Readings:

Under this method the executives read the journal, books, article, magazines, and notes and exchange the news with others. This is done under the planned reading programmes organized by some companies. Reading of the current management literature helps to avoid obsolescence. This method keeps the manager updated with the new developments in the field.

  1. Off the Job Training Programme:

The main methods under off the job training programme are:

(i) Special Courses:

Under this method the executives attend the special courses organized by the organisation with the help of the experts from the education field. The employers also sponsor their executives to attend the courses organized by the management institutes. This method is becoming more popular these days but it is more used by the large and big corporate organisations.

(ii) Case Studies:

This method was developed by Harvard Law professor Christopher C. Langdell. In this method a problem or case is presented in writing to a group i.e. a real or hypothetical problem demanding solution is presented in writing to the trainees.

Trainees are required to analyze and study the problem, evaluate and suggest the alternative courses of action and choose the most appropriate solution. Therefore in this method the trainees are provided with the opportunity to apply their skills in the solution of the realistic problems.

(iii) Role Playing:

In role playing the conflicting situation is created and two or more trainees are assigned different roles to play on the spot. They are provided with the written or oral description of the situation and roles to play. The trainees are then provided with the sufficient time, they have to perform their assigned roles spontaneously before the class. This technique is generally used for human relations and the leadership training. This method is used as a supplement to other methods.

(iv) Lectures and Conferences:

In this method the efforts are made to expose the participants to concepts, basic principles, and theories in any particular area. Lecture method emphasizes on the one way communication and conference method emphasizes on two way communication. Through this method the trainee actively participates and his interest is maintained.

(v) Syndicate Method:

Syndicate refers to the group of trainees and involves the analysis of the problem by different groups. Thus in this method, 5 or 6 groups consisting of 10 members are formed. Each group works on the problem on the basis of the briefs and the backgrounds provided by the resource persons. Each group presents their view on the involved issues along with the other groups.

After the presentation these views are evaluated by the resource persons along with the group members. Such exercise is repeated to help the members to look into the right perspective of the problem. This method helps in the development of the analytical and the interpersonal skills of the managers.

(vi) Management Games:

A management game is a classroom exercise, in which teams of students compete against each other to achieve certain common objectives. Since, the trainees are often divided into teams as competing companies; experience is obtained in team work. In development programmes, the management games are used with varying degrees of success. These games are the representatives of the real life situations.

(vii) Brainstorming:

It is a technique to stimulate idea generation for decision making. Brainstorming is concerned with using the brain for storming the problem. It is a conference techniques by which group of people attempt to find the solution for a specific problem by amazing all the ideas spontaneously contributed by the members of the group. In this technique the group of 10 to 15 members is constituted. The members are expected to put their ideas for problem solution without taking into consideration any type of limitations.

Harmony between Directors and Executives

The relationship between the board of directors and the management cannot be described as just being that of a relationship between an employee and his or her manager. Though the board oversees the decisions taken by the management and ratifies them along with acting as the final arbiters of the strategic direction and focus that the company is heading into, the relationship goes beyond that. For instance, the board of directors is responsible for the actions of the management and hence not only does the board need to monitor the management, the management needs to take the board into confidence about its decisions. Hence, the relationship can be described as being symbiotic with each with each serving in an ecosystem called the organization. The point here is that neither the management nor the board can exist without each other and hence both need each other to survive and flourish.

The role of boards

  • Approve new digital strategies
  • Assess the balance of short term wins with long term impacts
  • Understand the impact on employees
  • Assess corporate risk
  • Communicate value to shareholders

Another aspect to the relationship between the board and the management is that more often than not, there is a significant representation of the management in the board. This means that the other board members have to study the decisions taken by these members carefully so that there are no agency problems, conflicts of interest and asymmetries of information.

Only when the board and the management coexist together in a harmonious manner can there be true progress for the organization. For this to happen, there must be a provision for having independent directors and those directors that are not affiliated to the management. The point here is that unless there is objectivity and separation of the directors belonging to the management and those from outside can there is a semblance of avoidance of conflict of interest.

The third aspect of the relationship between the board and the management is the role played by institutional investors or directors from large equity houses and mutual fund companies. These directors bring to the table rich and varied expertise and experience in running companies and hence their input is crucial to the working of the company. It is for this reason that many regulators insist on having a certain percentage of the board as independent directors and another percentage from institutional shareholders. The reason for this is the fact that unless there is a process of due diligence and oversight over the actions of the management, the management can take unilateral decisions that are not always in the best interests of the company.

The role of CEOs

For their part, CEOs that lead businesses adopting digital ways of working need to be many things. They must be agile in their approach, have experience of change management, be open to partnerships, and have empathy with employees that are experiencing significant changes to the way they work.

CEOs must also work closely with boards to ensure that the pace of digital change doesn’t run out of control. Partly this means they need to be fully transparent with their boards on all potential risks particularly with regard to cybersecurity issues related to digital systems that 88% of boards now view as a serious risk.

On top of this, CEOs need to be aware of the boards’ thirst for data. This was highlighted in a recent survey that found that 70% of boards want their businesses to increase investment in technology for risk management to give them up to date data on both emerging and atypical threats.

At the same time CEOs should be tapping into the knowledge with their boards of adjacent markets and potential new opportunities. The successful Board/CEO partnership of the future will use every available insight to make sure that organisations can operate safely, confidently and with a 360° view of what’s coming next.

Bringing it all together

On a more practical level, boards and CEOs also need to find ways to collaborate via digital channels to make communication more frequent and to speed up decision making for example, by using specialist board portal technology.

With a board portal, directors can get easy access to both current and historical data from wherever they are located. CEOs can also use portals to share information securely with the board at any time and accelerate approval and sign off for new initiatives.

Along with the other requirements we’ve covered in this article, this kind of digital flow will be ultimately key to facilitating long-term partnerships between boards and CEOs and making their collective work on digital issues the success that it needs to be.

Finally, the relationship between the board and management is somewhat strained whenever the company is not doing well. This happens because the board has a top view of the organization and the management has a deeper insight. Hence, to be fair to the management, they are the ones who have to run the organization and so they cannot be constrained by what the board dictates sitting on its perch. This is the classic problem that many companies face especially when they are not doing well and the remedy for this is to take the board into confidence about the complexities of the day to day operations and apprise them of the nuances and subtleties of running the organization.

Training of Directors, Need, objective, Methodology

Need:

As a business director or owner it’s essential you can identify and meet the core skills your business needs to be successful.

These skills will be the same whatever business you run – whether you’re a self-employed graphic designer or you head a manufacturing company employing dozens of people.

There are intangible skills you will need, such as leadership skills, the ability to cope with long hours and hard work, and the inner resources to deal with stress and risk-taking. They also include strategy-setting and the ability to build and manage a team.

There are also functional skills that all businesses need. The smaller your business, the more of these skills you will need personally:

  • Finance: Including cash flow planning, credit-management and managing relationships with your bank and accountant
  • Marketing: including advertising, promotion and PR.
  • Sales: including pricing, negotiating, customer service and tracking competitors
  • Procurement and buying: including tendering, managing contracts, stock control and inventory planning
  • Administration: including bookkeeping, billing, accounts preparation and payroll handling
  • Personnel: including recruitment, dispute resolution, motivating staff and managing training
  • Personal business skills: including computer, written and oral communication, and organisational skills

Objectives:

Leadership Supervisory Role: The Director of Training and Development’s first and most prominent role is his leadership role over the training and development department. In this position, the Director of Training and Development oversees all activities of the department and identifies the business’s developmental needs ensuring that there is consistency with core competencies and goals.

The Director of Training and Development also plans, organizes, and leads training programs, ensuring proper execution at all levels of the department. The Director of Training and Development also ensures consistency in the delivery and application of training standards across the business and oversees the planning, prioritization, and development of new training programs and initiatives, ensuring that these programs and initiatives are consistent with the business overall strategies, objectives, and needs.

He is also responsible for following up with the leadership and management of all departments in order to ensure that the parties involved in each training program complete their training. In this capacity, the Director of Training and Development also monitors and ensures the achievement of results within the approved training department budget. The Director of Training and Development also plays mentorship role to key personnel in the training and development department, ensuring constant development in their professional skills, and readying them for the occupation of his position in the event of his absence or retirement.

Strategy: The Director of Training and Development plays a strategic role where he is in charge of approving and developing effective training programs and materials, making regular modifications to programs where necessary. The Director of Training and Development also plays a leading role in the development and documentation of the training path for key positions within the business and communicating this information as needed.

For example, he is directly in charge of implementing AGM training programs as well as subsequent field leadership training programs that ensure optimal leadership within the business. It is also the director’s responsibility to lead the creation of training material and content for training programs, and identifying tools for relaying that content to relevant personnel.

Analytics: The Director of Training and Development is tasked with an analytical role where he conducts research, approves, and makes further recommendations for appropriate learning management systems and databases. The Director of Training and Development additionally develops, implements, monitors, and maintains both initial and ongoing training programs across the business.

He keeps track of departmental training records and develops opportunities in addition to developing dashboard reporting for all levels in the business. In this capacity, the Director of Training and Development also conducts analyses in order to identify and define present and future training needs. The Director of Training and Development also conducts follow-up studies on all completed training programs in order to evaluate and measure results and draw reports for senior HR management and key stakeholders.

Collaboration: The role of the Director of Training and Development is a collaborative role where he collaborates with other human resources departmental directors in defining strategies and ensuring their alignment in order to avoid conflicts of interest. In this collaboration, the Director of Training and Development also assists other HR professionals in their training needs specific to their areas of specialty.

He also liaises with various other departmental heads and managers ensuring proper execution of ongoing departmental training programs in order to achieve the desired results and ultimately improve the overall performance of the business. The Director of Training and Development also collaborates with these departmental heads and managers in order to establish and maintain training metrics and to evaluate the effectiveness of training. In his collaborative capacity, the Director of Training and Development also partners with key stakeholders ensuring adherence to the latest industry trends and practices.

Knowledge: The Director of Training and Development is tasked with the maintenance of knowledge in the training and development department. In this position, the Director stays up to date with the latest instructional technologies through the establishment of personal networks, attendance of workshops, reviewing of professional publications, and participation in professional industry associations. This way, the Director is able to introduce the latest and most applicable trends in training and development for inclusion in the overall strategy, constantly maintaining and updating training programs within the business.

Other Duties: The Director of Training and Development also performs similar duties as he deems necessary for the proper execution of his duties or other duties as delegated by the Chief Human Resources Officer.

Types of Directors: Promoter/Nominee/Shareholder/Independent

Promoter

“Promoter” means a person:(

(a) Who has been named as such in a prospectus or is identified by the company in the annual return referred to in section 92;

(b) Who has control over the affairs of the company, directly or indirectly whether as a shareholder, director or otherwise;

(c) In accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act:

Nominee

Nominee directors could be appointed by a specific class of shareholders, banks or lending financial institutions, third parties through contracts, or by the Union Government in case of oppression or mismanagement.

Shareholder

A small shareholder is a person who is holding shares of nominal value amounting to a maximum of Rs 20,000 in a public company. Small shareholders are entitled to elect a director in a listed company. The directors elected by these shareholders will be known as a ‘Small Shareholders Director’.

  • There is no mandate to appoint a small shareholders director under s.151, left up to the company’s discretion
  • Companies must fulfil two criteria to be eligible to appoint a small shareholders director
  • Must be a public company
  • Must have at least 1000 or more small shareholders.

Tenure of Appointment

Small shareholders director can be appointed for a maximum period of three years. He/she may not necessarily retire by rotation. He/she cannot be reappointed after the cessation of services.

Moreover, small shareholders director cannot be associated with the company in any manner for a period of three years from the cessation of services.

Independent

A person becoming the independent director of the company must fulfil certain criteria given under section 149(6) of the Companies Act, 2013, which states that an independent director is a person other than managing director, whole-time director, or nominee director, and:

  • He must have relevant experience and should be a person of integrity as per the board.
  • A person appointed as an independent director shall not be a promoter of the same company or any other company which is the holding, subsidiary, or associate company of the same company in which he has been appointed.
  • The person shall not be related to the promoters or directors of the company or its holding, subsidiary, or associate company.
  • The person must not have any money-related relationship with the company or its holding, subsidiary, or associated company other than his salary.
  • None of his relatives or he himself shall not have any kind of interest in the company. Provided, the relative can hold shares of face value up to Rs. 50 Lakhs or 2% of the paid-up capital.

Section 149(4) of the Companies Act, 2013, states that every listed public company must have 1/3rd of its total directors as independent directors.

Principles, OCED Principles of corporate governance

Corporate governance is a system by which corporates are directed and controlled. The Board of Directors have a fiduciary duty to the shareholders, and thereby are responsible for overseeing the operations and activities of the company. Corporate governance also provides the framework for the attainment of a company’s objectives. The main focus is to make the business function in a highly effective manner so as to achieve positive results and thereby maximise the returns of the stakeholders.

Principles of Corporate Governance

Transparency

The more informed you are, the more certain you are. This is the mantra that the stakeholders firmly believe in. Transparency, in the business world, also pays dividends. Companies that are upfront about the goings-on in the operations and with regard to their financials earn the public trust, something that is immeasurable.

Transparency is an essential component at all levels of operation in a business entity; especially at the top management level, where major decisions are made and where major plans are formulated. Keeping the investors and other stakeholders informed helps build a relationship of trust and solidarity those results in the rewards of a higher valuation and easy access to funding.

Accountability

Accountability, in essence, means willingness or an obligation to accept responsibility for one’s actions. Accountability is generally looked at from a negative viewpoint and misconstrued by many who think it is associated with the traditional “Blame Game”. In reality, accountability answers more questions than just the one regarding who the responsible person is. It has to be looked at from a positive standpoint as well because it recognises accomplishments too.

Accountability gives the shareholders confidence in the business that, in any case, that leads to an unfavourable situation in the company, the ones responsible are dealt with in an appropriate manner. Accountability establishes a system in place where everyone is held accountable for their respective work and associated duties. Accountability holds two main things firmly in place:-

  • Ensures that the management is accountable to the Board.
  • Ensures that the Board is accountable to the shareholders.

Independence

The ability to make decisions while being free from any sort of constraint or without any influence is what independence is. And this is something that has proven to be crucial to the smooth operation of businesses as well. Independence is:

  • The ability to stand firm in the face of inappropriate influences.
  • The ability to make unadulterated, firm decisions on any given issue
  • The ability to adhere to professionalism and do right by the company

It allows the person to act with integrity and make decisions and form judgments bearing in mind the best interests of the stakeholders. This is the reason companies appoint independent directors, so as to ensure that there is no force of hand being used or that the director does not have any personal interests with the company thereby hampering his ability to make decisions freely.

Principles of Corporate Governance

Leadership: The board of directors and the CEO should be competent in decision-making.

Risk Management: There should be a robust risk management mechanism for handling uncertainties.

Responsibility: The board of directors is responsible for running the business on behalf of the shareholders.

Fairness: All the stakeholders should be treated equally.

Effectiveness and Efficiency: The policies and procedures should be clear and uniform. Moreover, it should be well-communicated.

Principles, OCED Principles of corporate governance:

In addition to shareholders, crucial information should also be communicated to vendors, customers, financers, and employees.

Promote ethical and responsible decision-making

The Board ensures that the Bank promotes ethical and responsible decision-making and complies with all relevant policy, laws, regulations and codes of best business practice using the Group’s ethics and operating principles. The ethics and operating principles address the following matters: conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection of and use of the Group’s assets, compliance with laws and regulations and encouraging the reporting of unlawful/unethical behaviour.

Advantages of Corporate Governance

Good corporate governance can turn a good company into a great one. The leaders in any industry are at the helm of their respective industries, mainly because of outstanding corporate governance practices.

Lesser fines and penalties: Since the legal compliance aspect is taken care of credit to the corporate governance practices, companies are able to save a fortune on unnecessary fines and compliances and possibly redirect those funds towards business objectives to achieve greater heights.

Compliance with laws: With corporate governance in place, compliance with various laws is taken care of easily, as corporate governance includes the rules, regulations and policies that enable a business to stay compliant throughout and function without any hassle or legal inconveniences whatsoever.

Better management: Since there is a structure in place with regard to how the entity operates, its day-to-day functioning, managing the activities and achieving targets becomes a whole lot easier. The work atmosphere also takes care of itself under good principles of corporate governance fostering teamwork, unity, efficiency and a drive for success.

Lesser conflicts and frauds: The rules instilled in the workplace encourage the employees to be morally conscious in every situation that they encounter, thus eliminating the possibility of fraud and conflict between employees.

Reputation and relationships: Companies with good corporate governance are able to attract investors and external financiers with relative ease, going by their sterling reputation and brand image. One of the pillars of corporate governance is transparency, which is the practice of sharing key internal information with the stakeholders. This improves the relationship of the entity with its stakeholders and sows the seeds of trust between the company and society at large.

Disadvantages of Corporate Governance

When it comes to the matter of smaller corporations, there might be a bit of hassle where the shareholders may serve as the directors and managers, having no segregation as such. Bearing this in mind, it gives rise to:

Increased costs: Administrative costs for companies with corporate governance are pretty exorbitant, considering all the requirements to be met. Here are a few documents to be maintained:

Stock sales and purchases > Legal compliance records > Annual registration

The burden of staying legally compliant: Corporates generally have loads of compliance that have to be followed, attracting different laws based on their industry. Corporate governance ensures legal compliance, but it does come at a very hefty price.

The conflict between the principal and the agent: Large corporations have made it a common practice to appoint a well-known manager, one with a good track record to manage the day to day operations of the business. Unfortunately, this gives rises to a conflict between the shareholders and the managers as they both may have very different objectives and perspectives. This often leads to a clash between the two, thus affecting the overall ability of the business to run its operations in a smooth and efficient manner.

Maintenance of segregation: Irrespective of the size of the corporation, the adherence to all formalities and requirements must be met without any exceptions. Failure to comply with these rules leaves the company with huge exposure such as “piercing of the corporate veil”, where the separate legal entity status of the corporation is ignored in order to understand the goings-on behind the closed doors.

OECD Principles of Corporate Governance

The six OECD Principles are:

  • Ensuring the basis of an effective corporate governance framework
  • The rights and equitable treatment of shareholders and key ownership functions
  • Institutional investors, stock markets, and other intermediaries
  • The role of stakeholders in corporate governance
  • Disclosure and transparency
  • The responsibilities of the board
  1. Ensure the basis of an effective corporate governance framework

The corporate governance framework should promote transparent and efficient markets, be consistent with the rule of law and clearly articulate the division of responsibilities among different supervisory, regulatory and enforcement authorities.

  1. The rights and equitable treatment of shareholders and key ownership function

‘The corporate governance framework should protect and facilitate the exercise of shareholders’ rights and ensure the equitable treatment of all shareholders, including minority and foreign shareholders. All shareholders should have the opportunity to obtain effective redress for violation of their rights.’

Basic shareholder rights should include the right to:

  • Secure methods of ownership registration;
  • Convey or transfer shares;
  • Obtain relevant and material information on the corporation on a timely and regular basis;
  • Participate and vote in general shareholder meetings;
  • Elect and remove members of the board; and
  • Share in the profits of the corporation.
  1. The Institutional investors, stock markets, and other intermediaries

‘The corporate governance framework should provide sound incentives throughout the investment chain and provide for stock markets to function in a way that contributes to good corporate governance.’

  • All shareholders of the same series of a class should be treated equally
  • Insider trading and abusive self-dealing should be prohibited
  • Members of the board and key executives should be required to disclose to the board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the corporation.
  1. The role of stakeholders in corporate governance

The corporate governance framework should recognize the rights of stakeholders established by law or through mutual agreements and encourage active co-operation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises.

  1. Disclosure and transparency

The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership, and governance of the company.

  1. The responsibilities of the board

The corporate governance framework should ensure the strategic guidance of the company, the effective monitoring of management by the board, and the board’s accountability to the company and the shareholders.

Cost Allocation

Cost allocation is the process of identifying, aggregating, and assigning costs to cost objects. A cost object is any activity or item for which you want to separately measure costs. Examples of cost objects are a product, a research project, a customer, a sales region, and a department.

Cost allocation is used for financial reporting purposes, to spread costs among departments or inventory items. Cost allocation is also used in the calculation of profitability at the department or subsidiary level, which in turn may be used as the basis for bonuses or the funding of additional activities. Cost allocations can also be used in the derivation of transfer prices between subsidiaries.

Example of Cost Allocation

The African Bongo Corporation (ABC) runs its own electrical power station in the hinterlands of South Africa, and allocates the cost of the power station to its six operating departments based on their electricity usage levels.

Types of allocated costs

When allocating costs, it’s important to know the types of costs your organization associates with the selected cost objects. Here are some of the most common types of costs you may use in your cost accounting processes:

Fixed costs

Fixed costs are the expenses that remain consistent when other factors change. For example, the cost of rent or loan payments are fixed costs because they don’t usually change from month to month. Fixed costs are usually relatively easy to connect with specific cost objects, and they can be direct or indirect.

Variable costs

Variable costs change based on factors such as market conditions and production. For example, think of a toy company that produces a toy car featuring plastic pieces. If there’s a shortage of plastic material for a short period, the production costs for the toy may increase. In addition to production costs, other variable costs may include packaging supplies and delivery costs. Variable costs are often direct costs but can be indirect as well. For example, the cost of a utility bill may fluctuate depending on the weather.

Operating costs

Operating costs, which some people also refer to as overhead costs, can be either fixed or variable. They relate to a company’s daily functions. For example, operating costs can include sales, marketing and travel costs.

Direct costs

A business professional can connect a direct cost with an identifiable cost object. For example, you may consider the materials and labor that are necessary for a product’s production. These are direct costs because they result in a tangible cost object.

Indirect costs

Indirect costs are expenses that contribute to production without a direct connection to any particular cost object. For example, you can consider rent, utilities and office supplies. These costs are necessary for production, but a company doesn’t usually associate them with a specific cost object.

Cost Allocation Methods

The very term “allocation” implies that there is no overly precise method available for charging a cost to a cost object, so the allocating entity is using an approximate method for doing so. Thus, you may continue to refine the basis upon which you allocate costs, using such allocation bases as square footage, headcount, cost of assets employed, or (as in the example) electricity usage. The goal of whichever cost allocation method you use is to either spread the cost in the fairest way possible, or to do so in a way that impacts the behavior patterns of the cost objects. Thus, an allocation method based on headcount might drive department managers to reduce their headcount or to outsource functions to third parties.

Cost Allocation and Taxes

A company may allocate costs to its various divisions with the intent of charging extra expenses to those divisions located in high-tax areas, which minimizes the amount of reportable taxable income for those divisions. In such cases, an entity usually employs expert legal counsel to ensure that it is complying with local government regulations for cost allocation.

Reasons Not to Allocate Costs

An entirely justifiable reason for not allocating costs is that no cost should be charged that the recipient has no control over. Thus, in the African Bongo Corporation example above, the company could forbear from allocating the cost of its power station, on the grounds that none of the six operating departments have any control over the power station. In such a situation, the entity simply includes the unallocated cost in the company’s entire cost of doing business. Any profit generated by the departments contributes toward paying for the unallocated cost.

Cost Allocation Mechanism

Identify cost objects

The first step when allocating costs is to identify the cost objects for which the organization needs to separately estimate the associated cost. Identifying specific cost objects is important because they are the drivers of the business, and decisions are made with them in mind.

The cost object can be a brand, project, product line, division/department, or a branch of the company. The company should also determine the cost allocation base, which is the basis that it uses to allocate the costs to cost objects.

Accumulate costs into a cost pool

After identifying the cost objects, the next step is to accumulate the costs into a cost pool, pending allocation to the cost objects. When accumulating costs, you can create several categories where the costs will be pooled based on the cost allocation base used. Some examples of cost pools include electricity usage, water usage, square footage, insurance, rent expenses, fuel consumption, and motor vehicle maintenance.

Benefits of Cost Allocation

Helps evaluate and motivate staff

Cost allocation helps determine if specific departments are profitable or not. If the cost object is not profitable, the company can evaluate the performance of the staff members to determine if a decline in productivity is the cause of the non-profitability of the cost objects.

On the other hand, if the company recognizes and rewards a specific department for achieving the highest profitability in the company, the employees assigned to that department will be motivated to work hard and continue with their good performance.

Assists in the decision-making process

Cost allocation provides the management with important data about cost utilization that they can use in making decisions. It shows the cost objects that take up most of the costs and helps determine if the departments or products are profitable enough to justify the costs allocated. For unprofitable cost objects, the company’s management can cut the costs allocated and divert the money to other more profitable cost objects.

Methods of Cost Re-apportionment: Direct Method, Step-ladder Method, Repeated Distribution Method, Simultaneous Equation Method

(i) Direct Re-Distribution Method:

Under this method, the costs of service departments are directly apportioned to production departments without taking into consideration any service from one service department to another service department. Thus, proper apportionment cannot be done and the production departments may either be overcharged or undercharged. The share of each service department cannot be ascertained accurately for control purposes. Budget for each department cannot be prepared thoroughly. Therefore, Department Overhead rates cannot be ascertained correctly.

(ii) Step Distribution Method:

Under this method the cost of most serviceable department is first apportioned to other service departments and production departments. The next service department is taken up and its cost is apportioned and this process goes on till the cost of the last service department is apportioned. Thus, the cost of last service department is apportioned only to the production departments.

(iii) Reciprocal Services Method:

In order to avoid the limitation of Step Method, this method is adopted. This method recognizes the fact that if a given department receives service from another department, the department receiving such service should be charged. If two departments provide service to each other, each department should be charged for the cost of services rendered by the other.

There are three methods available for dealing with inter-service departmental transfer;

(a) Simultaneous Equation Method,

(b) Repeated Distribution Method and

(c) Trial and Error Method.

(a) Simultaneous Equation Method:

Under this method, the true cost of the service departments are ascertained first with the help of simultaneous equations; these are then redistributed to production departments on the basis of given percentage. This method is preferable and is widely used even if the number of service departments are more than two. Due to the availability of computer it is not difficult to solve sets of simultaneous equations. Following illustration may be taken to discuss the application of this method.

Inter-Service Departmental Mutual Allocation System (Simultaneous Equation Method):

The method given above assumes that service is rendered by say, Repairs and Maintenance department to the Power House but not by the latter to the former. This assumption is not valid since service departments not only render service to production departments but also mutually. This fact should be considered while apportioning expenses.

Cost Sheet, Introduction, Meaning, Objectives and Contents

Cost Sheet is a detailed statement that presents the total cost incurred in the production of goods or services. It systematically classifies costs into various elements such as Direct Material, Direct Labor, and Overheads, helping businesses determine the cost of production and selling price.

Meaning of Cost Sheet

A cost sheet provides a structured breakdown of costs, making it easier to analyze expenses and control costs efficiently. It typically includes Prime Cost, Factory Cost, Total Cost, and Selling Price.

Objectives of Cost Sheet:

  • Determining Total Cost

The primary objective of a cost sheet is to determine the total cost incurred in manufacturing a product or providing a service. It systematically records direct materials, direct labor, and overhead costs, ensuring transparency in cost calculation. By classifying costs into elements such as prime cost, factory cost, and total cost, businesses can accurately determine the actual expenditure involved in production. This information is essential for financial planning, controlling unnecessary costs, and ensuring profitability.

  • Fixing the Selling Price

Cost sheet helps in setting an appropriate selling price for products and services. By analyzing the cost structure, businesses can add a suitable profit margin to arrive at a competitive price. Proper pricing ensures profitability while maintaining market competitiveness. If the selling price is too low, the company may face losses, whereas if it is too high, customers might turn to competitors. A well-structured cost sheet provides the basis for strategic pricing decisions.

  • Cost Control and Cost Reduction

Cost sheet allows businesses to identify and control unnecessary expenses by comparing actual costs with estimated costs. It helps management in implementing cost-saving measures, such as reducing material wastage, improving labor efficiency, and optimizing overhead expenses. Continuous monitoring of costs through cost sheets enables businesses to adopt cost reduction strategies without compromising product quality, thereby improving overall efficiency and profit margins.

  • Facilitating Cost Comparison

One of the significant objectives of a cost sheet is to enable comparison of costs across different time periods, production units, or product lines. By maintaining cost sheets regularly, businesses can analyze trends in material, labor, and overhead expenses. Comparing actual costs with estimated or standard costs helps in identifying deviations, evaluating performance, and making informed decisions. This comparison assists in benchmarking, improving efficiency, and enhancing financial control.

  • Aiding Budgeting and Forecasting

Cost sheet plays a vital role in budget preparation and forecasting. By analyzing past and present costs, businesses can estimate future production expenses and prepare accurate budgets. Cost sheets provide insights into expenditure patterns, helping management allocate resources efficiently. Budgeting based on cost sheet data minimizes financial risks and ensures that production activities remain cost-effective while meeting business objectives.

  • Decision-Making in Production

Cost sheet supports strategic decision-making by providing essential cost-related information. Businesses can decide whether to continue, discontinue, or modify a product based on its cost structure. It also helps in decisions regarding outsourcing, selecting cost-effective suppliers, and optimizing production processes. By analyzing the data in a cost sheet, management can make informed choices to maximize efficiency and profitability.

  • Assisting in Financial Reporting

Cost sheet acts as a supporting document for financial reporting and accounting records. It provides a detailed breakdown of production costs, which is useful for preparing financial statements. Accurate cost sheets ensure transparency in financial reporting, making it easier for auditors, investors, and stakeholders to assess the company’s financial health. They also help in compliance with accounting standards and regulatory requirements.

  • Evaluating Profitability

Cost sheet helps in assessing the profitability of a product or service by calculating the total cost and comparing it with revenue. It provides a clear picture of the profit margin, helping businesses make necessary adjustments to improve earnings. By analyzing cost sheet data, businesses can identify cost-intensive areas and implement measures to enhance profitability while maintaining product quality and customer satisfaction.

Elements of the Cost Sheet:

1. Prime Cost

Prime cost consists of the direct expenses that are directly attributable to the production of a product. It includes:

  • Direct Material Cost: The cost of raw materials directly used in manufacturing.

  • Direct Labor Cost: Wages paid to workers directly involved in production.

  • Direct Expenses: Costs such as royalties, hire charges, and special tools required for production.

Formula:

Prime Cost = Direct Material Cost + Direct Labor Cost + Direct Expenses

2. Factory Cost (Works Cost):

Factory cost is calculated by adding factory overheads to the prime cost. It includes all expenses incurred inside the factory premises. Components include:

  • Indirect Material: Materials that support production but are not directly traceable to a product (e.g., lubricants, cleaning supplies).

  • Indirect Labor: Wages paid to factory supervisors, security guards, and maintenance staff.

  • Factory Overheads: Expenses like electricity, depreciation, and rent of factory premises.

Formula:

Factory Cost = Prime Cost + Factory Overheads

3. Cost of Production

Cost of production is the total expense incurred in manufacturing the goods before considering administrative, selling, and distribution costs. It is derived by adding administrative overheads to the factory cost.

Components:

  • Office and Administrative Overheads: Expenses related to management, office salaries, rent, telephone bills, and stationery.

Formula:

Cost of Production = Factory Cost + Office & Administrative Overheads

4. Total Cost (Cost of Sales)

Total cost includes all expenses incurred to produce, sell, and distribute the product. It is obtained by adding selling and distribution overheads to the cost of production.

Components:

  • Selling Expenses: Advertisement costs, sales commission, promotional activities.

  • Distribution Expenses: Transportation, packaging, warehousing, and delivery costs.

Formula:

Total Cost = Cost of Production + Selling & Distribution Overheads

5. Selling Price

The selling price is the amount at which the final product is sold to customers. It is determined by adding the desired profit margin to the total cost.

Formula:

Selling Price = Total Cost + Profit

Preparation of Cost Sheet

Cost Sheet is a statement showing the detailed breakdown of costs incurred in the production of a product or service during a specific period. It presents cost under various heads such as material, labour, overheads, total cost, and profit in a systematic manner.

Objectives of Cost Sheet

  • To ascertain total and per-unit cost

  • To control and reduce costs

  • To assist in price fixation

  • To determine profitability

  • To help in preparing tenders and quotations

Components of Cost Sheet

  • Prime Cost

Prime Cost = Direct Material + Direct Labour + Direct Expenses

  • Works Cost / Factory Cost

Works Cost = Prime Cost + Factory Overheads

  • Cost of Production

Cost of Production = Works Cost + Office & Administration Overheads

  • Cost of Sales

Cost of Sales = Cost of Production + Selling & Distribution Overheads

  • Profit

Profit =
Sales – Cost of Sales

Format of Cost Sheet

Particulars Amount (₹)
Direct Material
Direct Labour
Direct Expenses
Prime Cost
Factory Overheads
Works / Factory Cost
Office & Administration Overheads
Cost of Production
Selling & Distribution Overheads
Cost of Sales
Add: Profit
Sales Value

Preparation of Cost Sheet

The preparation of a cost sheet involves the following steps:

  • Classification of costs into direct and indirect

  • Calculation of prime cost

  • Addition of factory overheads to find works cost

  • Addition of office overheads to find cost of production

  • Addition of selling overheads to find cost of sales

  • Addition of desired profit to determine selling price

Cost Sheet for Tenders and Quotations

  • Tender is a formal offer submitted in response to an invitation to supply goods or execute work at a specified price.
  • Quotation is a price offered by a seller to a potential buyer for supplying goods or services.

Cost sheets are prepared for tenders and quotations to ensure that prices quoted are competitive, profitable, and cost-based.

Steps in Preparing Cost Sheet for Tenders and Quotations

Step 1. Estimation of Direct Material Cost

  • Based on quantity required and expected market price

  • Allowance for wastage and scrap is included

Step 2. Estimation of Direct Labour Cost

  • Calculated using expected labour hours and wage rates

  • Includes overtime and incentive if applicable

Step 3. Estimation of Direct Expenses

  • Special expenses directly attributable to the job or tender

Step 4. Absorption of Overheads

Overheads are absorbed based on:

  • Percentage of direct labour cost

  • Percentage of prime cost

  • Machine hour rate

Types of overheads:

  • Factory overheads

  • Office and administrative overheads

  • Selling and distribution overheads (if applicable)

Addition of Profit Margin

Profit is added based on:

  • Percentage of cost

  • Percentage of sales

  • Competitive market conditions

Specimen Cost Sheet for Tender / Quotation

Particulars Estimated Amount (₹)
Direct Material
Direct Labour
Direct Expenses
Prime Cost
Factory Overheads
Works Cost
Office Overheads
Cost of Production
Selling Overheads
Cost of Sales
Add: Desired Profit
Tender / Quotation Price

Importance of Cost Sheet in Tenders and Quotations

  • Ensures accurate pricing

  • Prevents under-quoting or over-quoting

  • Helps in winning tenders profitably

  • Assists in cost control and negotiation

  • Enhances managerial confidence in pricing decisions

error: Content is protected !!